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<br /> authority) to be paid by Tenant or received by Landlord under this Lease, or (2) the parking areas or the
<br /> number of parking spaces in the Subject Parcel, or (3) taxes imposed in lieu of ad valorem real estate taxes;
<br /> • such tax,assessment,excise and/or surcharge shall be deemed to constitute a part of the term"Taxes"as used
<br /> herein. Taxes shall not include any inheritance,estate,succession,transfer,gift,franchise,corporation,income
<br /> or profit tax that is imposed upon Landlord.
<br /> B. Tenant's "Proportionate Share". For purposes of this Article, Tenant's "Proportionate Share" shall
<br /> be equal to a percentage obtained by multiplying 100 by a fraction, the numerator of which shall be the
<br /> number of square feet of the Premises, and the denominator of which shall be the total number of rental
<br /> square feet located upon the Subject Parcel for occupancy by tenants, such area being called in this Article
<br /> "Rentable Area". Changes in Rentable Area or the square footage of the Premises shall, for purposes of
<br /> determining Tenant's Proportionate Share under this Article, be effective on the first day of the month
<br /> coincident with or immediately following such change,and the square footage of the Premises and Rentable
<br /> Area,respectively,in effect for the whole of any accounting period shall be the average of such square footage
<br /> of the Premises and the Rentable Area,respectively,in effect on the first day of each calendar month in such
<br /> accounting period.
<br /> C. Payment of Taxes. Tenant shall pay its Proportionate Share of Taxes in monthly installments on or
<br /> before the first day of each calendar month, in advance, in an amount estimated by Landlord; provided, that
<br /> in the event Landlord is required under any mortgage covering the Shopping Center and/or the Subject Parcel
<br /> to escrow Taxes, Landlord may, but shall not be obligated to, use the amount required to be so escrowed as
<br /> a basis for its estimate of the monthly installments due from Tenant hereunder. Upon receipt of all tax and
<br /> assessment bills attributable to any calendar year during the Term hereof,Landlord shall furnish Tenant with
<br /> a written statement of the actual amount of Tenant's Proportionate Share of the Taxes for such calendar year.
<br /> In the event the total amount of monthly installments paid by Tenant pursuant to this Article does not equal
<br /> the sum due from Tenant as shown on such statement,then Tenant shall pay to Landlord the deficiency upon
<br /> receipt of such statement, or Landlord shall issue to Tenant at the time the statement is furnished a credit
<br /> • invoice for such excess, as the case may be. A copy of a tax or assessment bill submitted by Landlord to
<br /> Tenant shall at all times be sufficient evidence of the amount of Taxes against the property to which such bill
<br /> relates. Prior to or at the commencement of the Term of this Lease and from time to time thereafter
<br /> throughout the Term hereof, Landlord shall notify Tenant in writing of Landlord's estimate of Tenant's
<br /> monthly installments due hereunder. Landlord's and Tenant's obligations under this Article shall survive the
<br /> expiration or termination of this Lease. Landlord shall pay all Taxes when and as they become due, unless
<br /> the same are contested in accordance with Applicable Laws. In any event, late charges, penalties or interest
<br /> assessed for non-payment shall not be included in Taxes, provided that Tenant pay its Proportionate Share
<br /> of Taxes when due.
<br /> D. Certain Costs and Refunds, Contests. Notwithstanding anything in this Article to the contrary, all
<br /> reasonable costs and expenses incurred by Landlord during negotiations for or contests of the amount of Taxes
<br /> shall be included within the term "Taxes", provided such costs and expenses shall not exceed the amount of
<br /> the reduction in Taxes. In the event a refund is obtained,Landlord shall issue a credit invoice for same,such
<br /> portion to be based upon the percentage of the original Taxes paid by Tenant from which the refund was
<br /> derived. Landlord shall have the exclusive right to contest Taxes in the manner provided by law.
<br /> E. Other Taxes, License Fee and Charges. In addition to the foregoing, Tenant at all times shall be
<br /> responsible for and shall pay,before delinquency,all taxes levied,assessed or unpaid on any leasehold interest,
<br /> any right of occupancy,any investment of Tenant in the Premises,or any personal property of any kind owned,
<br /> installed or used by Tenant including Tenant's leasehold improvements, or on Tenant's right to occupy the
<br /> Premises. Tenant also shall pay,as they become due and payable and before they become delinquent,all fees,
<br /> charges and expenses required for licenses and/or permits, if any, required for Tenant's use of the Premises
<br /> during the Term of this Lease.
<br /> • ARTICLE 10: COMMON AREAS
<br /> A. Common Areas. The term "Common Area" or "Common Areas" means the entire areas within the
<br /> Subject Parcel designated from time to time by Landlord for the common use or benefit of the occupants of
<br /> the Subject Parcel including,but not by way of limitation,parking lots,landscaped and vacant areas,passages
<br /> for trucks and automobiles,areaways,roads,sidewalks,walkways and curbs,with facilities appurtenant to each,
<br /> and water detention or retention facilities, including, but not limited to, treatment areas and settling ponds,
<br /> whether located within or outside of the Subject Parcel. Subject to the parking restrictions set forth in Section
<br /> E of this Article,and further subject to reasonable,nondiscriminatory rules and regulations to be promulgated
<br /> by Landlord from time to time, the Common Areas are hereby made available to Tenant and its employees,
<br /> agents, customers and invitees for their reasonable nonexclusive use in common with other tenants, their
<br /> employees,agents,customers,invitees,Landlord and others entitled from time to time to use the same for the
<br /> purposes for which constructed. Landlord shall have the right to enter into,modify and terminate easements
<br /> and other agreements pertaining to the use and maintenance of the Common Areas;to construct parking areas
<br /> and facilities; to establish and change the level of parking surfaces; to temporarily close any portion, but not
<br /> all,of the Common Areas to such extent as may,in the opinion of Landlord's counsel,be necessary to prevent
<br /> 326559.8 Redlined V8 to V7 9.27-% 10
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